A recently completed NIA-funded program demonstrated significant cognitive and affective gains from a unique form of short-term intervention for community-dwelling older adults (average age: 72.3 years). This novel program was directed by a professional actor/director/professor of theatre, and employed activities generally used to train beginning acting students. These activities required demanding (but pleasurable) cognitive, emotive, physiological effort from the participants over a period of one month. The observed gains were maintained for four months without reinstatement of the training. As valuable as that program was in terms of helping seniors to continue to live independently, its practical application would be greatly increased if two additional questions could be answered. First, can it be shown that similar benefits would be experienced by an even older, less well-educated, and less mobile population of low-income residents of continuing care facilities? Second, can the reach of the program be increased by training a number of existing activity directors in the technique? If so, interventions would not depend on hiring professional instructors, but could be widely administered in Senior Wellness Centers and Continuing Care Facilities at minimal cost as they would be offered as part of the regular schedule of activities in those venues. The current proposal is designed to address these issues, include additional elements to combat negative memory beliefs, incorporate a new type of comparison instruction (music training), and provide a practical, low-cost tool to promote healthy cognitive aging in a seriously at-risk population. This is also designed to enhance the science education of a team of undergraduate students who would be involved in all stages of the operation from recruiting to scoring test instruments to data analysis.